EXHIBIT 10.14
CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION, PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.
AGREEMENT FOR ELECTRONIC DISTRIBUTION SERVICES
THIS AGREEMENT FOR ELECTRONIC DISTRIBUTION SERVICES ("Agreement"), dated as of
February 17, 1998, is between CIBC Xxxxxxxxxxx Corp. a Delaware Corporation,
with offices at 1 World Financial Center, New York, New York, 10281 (hereinafter
referred to as the "Company"), and MULTEX SYSTEMS, INC.. a Delaware Corporation
with offices at 00 Xxxxxx Xxxx, Xxx Xxxx, X.X. 00000 (hereinafter referred to as
"Multex").
WHEREAS, The Company and/or its subsidiaries, create, produce and develop
various documents including but not limited to Market Data, Morning Meeting
Notes and/or Published Research Reports and other financial documents.
WHEREAS, The Company desires that its financial documents be distributed and
made available to third parties such as institutional investors, funds and other
"buy side" entities;
WHEREAS, Multex provides research distribution services to institutional
investors, funds, and other "buy" side entities using its proprietary software;
and
WHEREAS, The Company desires that Multex provide research distribution
services, as more fully described in this Agreement, in order to enable the
Company to distribute the Research as described above and defined below..
NOW THEREFORE, in consideration of the mutual promises and covenants
hereinafter contained, the parties hereto agree as follows:
1. Scope of Services.
-- -----------------
(a) The Company and/or its subsidiaries create, produce and develop various
financial data, analysis and documents including but not limited to Market Data,
Earnings Estimates, Morning Meeting Notes and/or Published Research Reports and
other financial documents covering, among others, the fixed Income, equity,
foreign and global financial markets (all such information and/or documents
being hereinafter collectively referred to as "Research"). The Company agrees to
provide and contribute to Multex all of the Company's Research concurrently with
the first publication or distribution by the Company of such Research in any
medium, including its distribution of such Research to its own clients or to any
other third party, including another Data Provider (as defined below). The
Company grants to Multex the nonexclusive royalty free, worldwide right to
receive, obtain, store, market and distribute the Research to (i) any entity as
entitled by Company, as provided in Section 1 (c), hereinafter called "Entitled
Entitles" which has subscribed to and is receiving research distribution
services from Multex (collectively, the "Subscribers") and/or (ii) third party
data providers ("Data Providers") for the purpose of redistributing the Research
to the clients of such Data Providers which are Entitled Entities as provided in
Section 1(c). The Data Providers may include, but are not limited to, ADP,
Bloomberg, Bridge, Disclosure, Dow Xxxxx and Reuters. Multex shall not
distribute the Research to any client of a Data Provider or Subscriber unless
entitled by Company and thereafter an Entitled Entities and there is no royalty
payments with regard to the distribution of the Research to the Entitled
Entities as provided in this Agreement.
(b) Multex agrees to receive the Research from the Company and to
distribute the Research to the Data Providers and the Entitled Entities
(collectively, the "Services"). As part of the Services, Multex grants to the
Company a nonexclusive, non-transferable license to use Multex's proprietary
software (the "Multex Software") solely for the purpose of contributing the
Research as provided in Section 1(a) above.
(c) The Company may from time to time, but not more often than once in any
calendar month, request in writing a list of the current Entitled Entities and
Multex will provide such list within 10 days after its receipt of the Company's
written request. (Such a list of the Subscribers and clients d the Data
Providers shall be provided upon execution of this Agreement and Company shall
have 15 days to give Multex written notice of objection to entitlement of such
Subscribers of clients of the Data Providers. Failure to so notify shall be
deemed entitlement and they shall be deemed Entitled Entities.) The Company may
upon at least 7 days prior written notice request that an Entitled Entity be de-
entitled from access to its Research, and may upon at least 30 days prior
written notice request that an entity be entitled, either as a Subscriber of
Multex or as a client of the Data Provider, (once entitled, an Entitled Entity),
for purposes of receiving the Company's Research. The Company may not' request
that an Entitled Entity be de-entitled unless such Entitled Entity is also de-
entitled from receiving the Research born all other Data Providers or other
third party research distribution vendors to which the Company provides its
Research. Multex shall use its best efforts to effect such entitlements or de-
entitlements within the applicable time frames, provided that Multex shall not
be obligated to provide the Services to any entity that refuses to execute, or
which is in breach of, a Multex Customer Agreement or similar agreement with a
Data Provider.
(d) The Services provide the Company with the ability to transmit the
Research to specific menu categories on the Company's home page on Bloomberg.
Multex will transmit the Research in the appropriate format to the Company's
home page on Bloomberg. It shall be the sole responsibility of the Company to
ensure that the necessary programming changes have been made by Bloomberg in
order for Bloomberg to be capable of (i) receiving the Research and distributing
it to the appropriate specific menu categories and (ii) permitting either Multex
or the Company to properly entitle Subscribers.
2. Fees; Costs.
-- -----------
(a) The Company shall be solely responsible for the all costs relating to
(i) the preparation and development of the Research and (ii) the contribution
and delivery of the Research to Multex. Such costs include, but are not limited
to, costs for telecommunication lines, telephones, moderns, computers, magnetic
tape, magnetic tape delivery and messenger services.
(b) Multex shall be solely responsible for all costs associated with Multex
Software and providing the Services.
3. Term; Termination; Remedies upon Default.
-- ----------------------------------------
(a) The initial term ("Initial Term") of this Agreement shall commence on
the date of this Agreement and continue for a period of thirty-six (36) months
from the date that the Services
2
are first provided under this Agreement (the `Commencement Date"). Thereafter,
this Agreement shall renew for successive one-year periods, unless terminated by
either party by written notice delivered at least thirty (30) days prior to the
expiration of the Initial Term or any renewal period.
(b) Either party, by written notice to the other party, may terminate this
Agreement prior to the expiration of the Initial Term or any renewal term upon
the occurrence of an `Event of Default" by the other party. An "Event of
Default" shall mean: (i) the failure by a party to perform or observe any
material term, covenant, agreement or warranty contained in this Agreement
("Material Default"), which is not cured within 30 days after written notice
thereof; provided, that if the Material Default cannot reasonably be cured
within 30 days and the defaulting party has commenced performance during such
thirty (30) day period and diligently pursues curing such default, the time for
curing such default shall be extended for such period as may be necessary to
cure the default; or (ii) either party ceasing to do business or the filing of a
petition in bankruptcy (voluntary or involuntary) with respect to a party, which
in the case of an involuntary petition, is not vacated within 30 days,
(c) The parties acknowledge and agree that the Research is unique to the
Company, and that if the Company fails to provide the Research in a timely
manner as described in Section 1(a) Multex may suffer irreparable harm for which
the remedies at law may be inadequate, and/or may suffer damages the amount of
which would be difficult or impossible to determine. Accordingly, in addition to
Multex's right to terminate as provided in subsection (b) above, if the Company
intentionally fails to contribute the Research in a timely manner as described
in this Agreement, then Multex shall be entitled to seek injunctive relief.
(d) The remedies contained in this Paragraph 3 are cumulative and are in
addition to all other rights and remedies available to either party under this
Agreement and the Exhibits hereto, by operation of law or otherwise.
4. Indemnity.
-- ---------
(a) Multex shall indemnify and hold the Company harmless from and against
any costs, damages, expenses or liabilities (including reasonable attorney fees)
incurred by the Company as a result of any claim or action brought against the
Company based upon or arising out of the infringement by the Software as used in
accordance with this Agreement of any patent, copyright or proprietary right of
any third party, and Multex shall defend or settle, at its sole expense, any
claim attributable to such infringement; provided that (i) the Company shall
have promptly notified Multex in writing of such claim; (ii) Multex shall have
sole control of the defense and settlement of such claim; and (iii) the Company
shall cooperate fully with Multex in the defense of such claim, the cost of
cooperation to be borne by Multex. In the event that the Company is enjoined or
otherwise prohibited from using the Software, Multex shall, at its option,
substitute non-infringing, equally functional Software, procure for the Company
the right to continue using the Software, or terminate this Agreement.
(b) The Company shall indemnify and hold Multex harmless from and against
any costs, damages, expenses or liabilities (including reasonable attorney fees)
incurred by Multex as a result of any claim or action brought against Multex
based upon or arising our of (a) the
3
infringement by the Research of any patent, copyright or proprietary right of
any third party; (b) any libelous or slanderous statements contained in the
Research; or (c) a violation of any the securities laws of the United States (or
any other jurisdiction in which the Services are provided) arising out of the
Research or the furnishing thereof to any party, and Company shall defend or
settle, at its sole expense, any such claim or action; provided that (i) the
Company shall have sole control of the defense and settlement of any action; and
(ii) Multex shall cooperate fully with the Company in the defense of such
action, the cost of cooperation to be home by Company. In the event Multex is
enjoined or otherwise prohibited from using any Research document, Company
shall, at its sole expense, procure for Multex the right to continue using such
document or substitute a non-infringing or non-violating version of such
document.
5. Confidential Information.
-- ------------------------
(a) "Confidential Information" shall mean the Multex Software and any other
information concerning Multex or the Company which is marked as confidential or
which, under the circumstances, should be treated as confidential.
(b) Each party shall hold the Confidential Information of the other parry
in trust and confidence and shall not reproduce, disclose to any person, firm or
enterprise, or use for its own benefit, any such Confidential Information
(except as specifically permitted or contemplated by this Agreement). Each party
shall ensure that its employees and agents are aware at this clause, and shall
by instruction, agreement or otherwise cause such employees and agents to abide
by the terms of this clause.
(c) "Confidential Information" will not include any information that (i) is
already rightfully known to a party at the time it is obtained from the other
party, free from any obligation to keep such information confidential, (ii) is
or becomes publicly known through no wrongful act of either party; (iii) is
rightfully received from a third parry without restriction and without breach of
this Agreement; (iv) is independently acquired or developed by a party without
breach of any obligation hereunder; (v) is required to be disclosed pursuant to
law, governmental regulation, or court order; or (vi) is in the public domain
6. Limitation of Liability.
-- -----------------------
(a) MULTEX WILL MAKE EVERY REASONABLE EFFORT TO PROVIDE THE SERVICES TO THE
COMPANY, IT BEING ACKNOWLEDGED AND AGREED THAT MULTEX CANNOT AND DOES NOT
GUARANTEE THE CONTENT, ACCURACY, TIMELINESS OR AVAILABILITY OF THE SERVICES OR
THE RESEARCH AS DISPLAYED OR PROVIDED THROUGH THE SERVICES. ACCORDINGLY, EXCEPT
FOR MULTEX'S FRAUD, WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, THE COMPANY AGREES
THAT MULTEX SHALL NOT HAVE ANY LIABILITY OR OBLIGATION TO THE COMPANY OR ANY
THIRD PARTY (WHETHER CAUSED DIRECTLY OR INDIRECTLY) RELATING TO OR ARISING OUT
OF (i) THE INTERRUPTION, DELAY OR FAILURE IN THE TRANSMISSION, DELIVERY OR
DISTRIBUTION OF THE SERVICES OR RESEARCH; (ii) THE UNAVAILABILITY OF MULTEX
SOFTWARE OR THE SERVICES; (iii) THE ACCURACY OF THE RESEARCH OR SECURITIES OR
COMMODITIES INFORMATION AND PRICES AS DISPLAYED,
4
CARRIED OR FURNISHED BY OR THROUGH THE SERVICES; (iv) ERRORS OR OMISSIONS IN
CONNECTING, TRANSMITTING, PROCESSING, DISSEMINATING, DISPLAYING OR DISTRIBUTING
THE RESEARCH OR THE INFORMATION CONTAINED THEREIN; OR (v) THE DISPLAYING OR
FURNISHING OF THE RESEARCH, INCLUDING THE INFORMATION CONTAINED THEREIN.
MULTEX'S SOLE LIABILITY TO COMPANY FOR ANY CLAIMS, NOTWITHSTANDING THE FORM OF
SUCH CLAIMS (E.G., CONTRACT, NEGLIGENCE OR OTHERWISE), ARISING OUT OF ITEMS (i)
THROUGH (v) ABOVE, SHALL BE TO USE REASONABLE EFFORTS TO RESUME THE SERVICES
AND/OR TO MAKE THE MULTEX SOFTWARE AVAILABLE TO COMPANY AS PROMPTLY AS
REASONABLY PRACTICABLE.
(b) IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY FOR LOST PROFITS,
INDIRECT, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, OF ANY KIND ARISING OUT
OF OR ATTRIBUTABLE TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF THE
SAME EXCEPT TO THE EXTENT SUCH LOSS IS CAUSED BY THE OTHER PARTY'S FRAUD, GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT.
(c) The content, accuracy and completeness of the Research is the sole
responsibility of the Company. Multex conducts no review whatsoever and
exercises no editorial control over the Research and accordingly, Multex shall
have no liability whatsoever (whether in contract or tort) for the content,
completeness or accuracy of the Research (including, without limitation, any
security or commodity price information contained in the Research).
(d) Except for Multex's liability under Paragraph 4 or due to Multex's
fraud gross negligence or willful misconduct (including but not limited to the
changing or alteration of the Research by Multex as a result of its gross
negligence or willful misconduct), Multex's maximum liability hereunder for any
other cause, not exculpated hereunder, whether in tort or contract, shall not
exceed the lesser of (i) actual damages or (ii) $5,000.
(e) As used in this paragraph, the term "Multex" or Multex Software shall
include each third party who provides Multex with any portion of the Services.
Such third party shall not have any direct or indirect liability to Company for
monetary damage on account of the Services provided or to be provided by Multex
hereunder.
(f) The parties acknowledge and agree that the limitations of liability set
forth in this Section 6 are a condition of this Agreement, and that the
consideration for the Services reflects the allocations of risk set forth in
this Section 6.
7. Ownership Rights.
-- ----------------
(a) The Research is unique to the Company and shall remain the sole
property of the Company and Multex shall not acquire any rights in the Research,
other than the right to distribute the Research as set forth herein. Multex
shall not change or alter the Research except with the Company's prior written
approval.
(b) The Software shall remain the sole property of Multex or its licensors.
The Company may use the Software only in conjunction with the Services. The
Company may
5
permit the software to be used or accessed by no more than the number of
concurrent users as may be agreed to in writing by the Company and Multex. The
Company shall not copy, in whole or in part, the Software or related
documentation, whether in the form of computer media, printed or in any other
form; provided, however that Company may make one (1) of copy of the Software
for back-up purposes only. Any copy of the Software shall contain the copyright
and other proprietary notice which appears on and in the Software. Should The
Software become inoperable, the Company may use the Software on a backup system
for a period not to exceed thirty (30) days. The Company shall notify Multex of
any such use within five (5) days. Should there be a requirement to permanently
transfer the Software from the licensed configuration to alternate
configuration, the Company shall first obtain the written consent of Multex,
which shall not be unreasonably withheld.
(c) The Company is not authorized or permitted to furnish the Services to
any person or firm for re-use, redistribution or retransmission without the
prior written approval of Multex.
(d) THE COMPANY SHALL NOT MAKE ANY ALTERATION, CHANGE OR MODIFICATION TO
THE SOFTWARE. COMPANY MAY NOT RECOMPILE, DECOMPILE, DISASSEMBLE, OR REVERSE
ENGINEER THE SOFTWARE, OR OTHERWISE CREATE OR DERIVE SOURCE CODE FROM THE
SOFTWARE, OR MAKE OR DISTRIBUTE ANY OTHER FORM OF THE SOFTWARE.
(e) The Company may use the trademarks of Multex or its licensors, if at
all, only to identify printed output produced by the Software and only in
accordance with accepted trademark practice, including identification of the
relevant trademark owner's name. The use of any trademark as authorized herein
does not give the Company any rights of ownership or other rights relating to
the trademark, and all goodwill resulting from any such use shall inure to the
benefit of the relevant trademark owner.
(f) The Company will not export or re-export the Software without the
appropriate United States or foreign government licenses, and the consent of
Multex.
8. Warranties.
-- ----------
(a) Multex hereby represents and warrants to Company as follows: (i) Multex
is a corporation duly organized, validly existing and in good standing under the
laws of the State of Delaware with full authority to enter into this Agreement;
(ii) the Multex Software and the Services do not infringe the proprietary rights
of any third party; (iii) Multex has the legal right and authority to license
the Multex Software to Company; (iv) the medium on which the Software is
delivered shall be free of defects in materials and workmanship under normal use
for a period of thirty (30) days from the date of delivery and (v) the Multex
Software will, under normal use and service, record, store, process and present
calendar dates falling on or after January 1, 2000, in the same manner, and with
the same functionality, date, integrity and performance, as the Multex Software
records, stores, processes and presents calendar dates on or before December 31,
1999; will lose no functionality with respect to the introduction of records
containing dates falling on or after January 1,2000, and will be interoperable
with other software used by the Company which may deliver records to, or
interact with, the Multex Software, including but not limited to back-up and
archived data.
6
(b) The Company represents and warrants to Multex that: (i) the Company is
the owner of and has the right to provide the Research to Multex for
distribution as provided herein; (ii) the Research does not contain any libelous
or slanderous statements, and does not infringe the proprietary rights of any
third party; and (iii) the Company will comply with all laws and regulations
applicable to the creation and distribution of the Research and its use of the
Services, including without limitation all securities law of the United States
and any other jurisdiction (limited to those jurisdictions in which the entities
as entitled to receive the Research by the Company are doing business) in or
into which the Services are to be provided.
9. Limitation of Warranties.
-- ------------------------
THE COMPANY ACKNOWLEDGES AND AGREES THAT EXCEPT FOR THE WARRANTIES SPECIFIED
IN PARAGRAPH 8, MULTEX MAKES NO OTHER WARRANTIES WHATSOEVER, WRITTEN OR ORAL,
EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF
FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY, CONCERNING THIS AGREEMENT,
THE SERVICES OR EQUIPMENT, THE MULTEX SOFTWARE, THE THIRD PARTY SOFTWARE OR THE
DOCUMENTATION. MULTEX DOES NOT GUARANTEE THE ACCURACY, VALIDITY OR COMPLETENESS
OF THE RESEARCH AS DISPLAYED OR PROVIDED THROUGH THE SERVICES. MULTEX AND ITS
THIRD PARTY LICENSORS DO NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS THE
COMPANY MAY OBTAIN BY THE USE OF THE SOFTWARE OR SERVICES.
10. Inaccuracy.
--- ----------
The Company shall immediately notify Multex of any suspected inaccuracies
in the Research or the Services.
11. Compliance with Law.
--- -------------------
(a) The Company shall be responsible (i) for compliance with all laws and
governmental regulations affecting its business and (ii) for any use it may make
of the Services or the Research to assist it in complying with such laws and
governmental regulations, and Multex shall not hew any responsibility relating
thereto (including, without limitation, advising the Company of its
responsibilities in complying with any laws or governmental regulations
affecting the Company's business). The Company shall not use or permit anyone to
use the Services, the Software or the Research for any unlawful purpose
(b) Multex shall a comply with all applicable U.S. States and local laws
and regulations in its performance of its obligations hereunder
(c) If after the date hereof any modifications to the Services shall be
legally required. Multex shall, except to the extent such changes may be beyond
(the capability of Multex to implement, modify the Services appropriately. If
providing any of the Services to the Company hereunder violates, or in Multex's
opinion is likely to violate, any laws or governmental regulations, Multex may,
upon written notice to Company, immediately cease providing the affected
Services to the Company.
7
12. Advertising.
--- -----------
Neither party shall use the name or marks of the other or its parent
company or any subsidiary or affiliated company in any publicity release,
advertising, or publicly displayed or distributed materials without securing the
prior written consent of the party whose name is to be used, which consent shall
not be unreasonably withheld or delayed. Notwithstanding the foregoing. Multex
may disclose the fact of this Agreement.
13. Independent Contractors.
--- -----------------------
Multex and the Company are independent contractors. Personnel supplied by
Multex hereunder, it any, are not Company's personnel or agents, and Multex
assumes full responsibility for their acts. Multex shall be solely responsible
for the payment of compensation, benefits, insurance and taxes relating to
Multex's employees assigned to perform services hereunder. Notwithstanding the
foregoing, Multex (and its employees) shall abide by Company rules and
regulation while visiting Company's premises.
14. General.
--- -------
(a) This Agreement shall be binding upon the parties' respective
successors and permitted assigns.
(b) The validity of this Agreement, the construction and enforcement of
its terms, and the interpretation of the rights and duties of the parties shall
be governed by the laws of the State of New York.
(c) No modification, amendment, supplement to or waiver of this Agreement
or any Schedule or Exhibit hereunder, or any of their provisions shall be
binding upon the parties hereto unless made in writing and duly signed by both
parties.
(d) A failure or delay of either xxxxx to this Agreement to enforce at any
time any of the provisions hereof, or to exercise any option which is herein
provided, or to require at any time performance of any of the provisions hereto
shall in no way be construed to be a waiver of such provisions of this
Agreement.
(e) The terms and conditions of any and all Exhibits and Schedule to this
Agreement are incorporated herein by this reference and shall constitute part of
this Agreement as if fully set forth herein.
(f) The headings herein are for convenience of reference only and shall
not impact the meaning of this Agreement.
(g) The provisions of Sections 4, 5, 6, 7, 8 and 9 shall survive
termination or expiration of this Agreement.
(h) Company shall provide Multex with reasonable access to its premises to
perform the obligations set forth herein. Multex shall abide by the site
regulations and security procedures applicable to reach site.
8
(i) This Agreement constitutes the entire Agreement between the parties
concerning and the subject matter hereof and shall supersede all prior
agreements or understandings concerning such subject matter
IN WITNESS WHEREOF, the parties hereto, each acting under due and proper
authority, have executed this Agreement as of the date first above written.
MULTEX SYSTEMS, INC. CIBC XXXXXXXXXXX CORP.
The Company
By: /s/ Xxxxxx Xxxxxxxxx By: /s/ Xxxxxxxxxxx Xxxxxxxx
------------------------ ---------------------------
Name: Xxxxxx Xxxxxxxxx Name: Xxxxxxxxxxx Xxxxxxxx
----------------------- --------------------------
Title: CFO/ Secretary Title: Managing Director
---------------------- -------------------------
Date: 2/17/98 Date: 3/3/98
----------------------- --------------------------
9
ADDENDUM NO. 1
This Addendum between Multex Systems, Inc. ("Multex") and CIBC Xxxxxxxxxxx
Corp. ("Company") hereby amends the Agreement for Electronic Distribution
Services dated as of February 17, 1998 (the "Distribution Agreement") between
Multex and Company. All defined terms used herein and not otherwise defined
shall have the meanings set forth in the Distribution Agreement. In the event
of a conflict or inconsistency between the terms of the Distribution Agreement
and the terms of this Addendum, the terms of this Addendum shall control.
Multex and Company hereby agree as follows:
1) Company agrees that commencing 15 days after the date the Research was first
published or distributed in any medium by the Company (the "Embargo
Period"), Multex may market, license and sell the Research ("Embargoed
Research") to any third party and the Embargoed Research shall not be
subject to the entitlement provisions of Paragraph 1(c) of the Distribution
Agreement. The Embargoed Research may be sold alone or aggregated with the
research of other research contributors, and may be provided to third
parties either directly by Multex or through a Data Provider.
2) Multex shall pay to Company the following royalties (the "Royalties"):
[****] of the Net Fees (as defined below) received by Multex in respect of
the sale or usage of the Company's Embargoed Research, whether such
Embargoed Research is sold separately or as part of an aggregated product
sold by Multex or through a Data Provider.
"Net Fees" shall mean the gross revenues received by Multex for Embargoed
Research, less any discounts, allowances, adjustments, distribution or pass
through fees, taxes or other charges paid or incurred by Multex in
connection with the Embargoed Research Multex may not distribute the
Embargoed Research by credit card purchase on the MultexNET web site.
3) To the extent any third party is provided the Embargoed Research without a
fee for a period of time (not to exceed 60 days) ("Concession Period') as a
concession or promotion, then Multex shall not be obligated to pay any
Royalties during such Concession Period and Royalties shall commence after
the Concession Period has terminated.
4) Royalties shall be paid quarterly in arrears, within 45 days after the end
of each 3 month period of this Agreement. Company shall receive a report
with the Royalty payment showing Multex's sales of Company's Embargoed
Research and/or third party usage during the previous 3 months Multex fully
expects that Company shall earn the following minimum Royalties during the
Initial Term: [****] for the first 12 months: [****] for the second twelve
months; [****] for the final twelve months of the Initial Term. If in any of
the foregoing 12 month periods, Company has not earned as a minimum the
applicable Royalty, then in such event Multex may exercise either of the
following options on or before the end of the respective 12 month period:
(a) pay the shortfall between the actual earned Royalty and the expected
minimum Royalty for the 12 month period or (b) terminate this Addendum in
which case except for Multex's obligation to
**** Represents material which has been redacted and filed separately with the
Commission pursuant to a request for confidential treatment under Rule 406 of
the Securities Act of 1933, as amended.
pay all Royalties earned to date. and Company's obligation to pay all
outstanding sums due for Multex Research-On-Demand as set forth below,
neither party shall have any further obligation under this Addendum
5) During the Initial Term of this Addendum and for a period of four (4) months
thereafter, Multex shall, upon reasonable notice from Company, make
available for inspection by Company's independent auditors ("Auditor") at
Multex's offices, Multex's books and records relating to Royalty payments by
Multex to Company, provided however, that Multex shall not be required to
submit to such audit more than once in any calendar year. During any such
audit, Multex shall disclose the identities of the Clients to the Auditor
solely on the condition that the Auditor not disclose such identities to
Company.
6) Multex shall make available to Company for Internal Distribution, as defined
below, to Internal Users, as defined below, only selected historical
investment research, business, economic and financial news and related
information contained in the Multex database ("Multex Research-On-Demand").
The Services provided as Multex Research-On-Demand are described in Exhibit
A annexed hereto and made a part hereof. Multex Research-On-Demand shall be
subject to all of Multex's restrictions, moratoria, and/or limitations on
availability regarding the research or documents included therein which are
now or may in the future be imposed by Multex's contributors to the research
or documents. The right to access Multex Research-On-Demand shall be
personal to Company and belong solely to Company for Internal Distribution
to Internal Users. Company may not sell or redistribute the Multex Research-
On-Demand to any third party including any of the Services connected
therewith or any content or research or documents therein, in any manner
including for promotional purposes, marketing with third parties or the
creation or marketing with third panics of branded or private branded Web
sites. Company agrees that it shall not sublicense or authorize any person
or entity to use the Multex Research-On-Demand without the prior written
consent of Multex. Company shall pay for its retrieval of documents or
research of Multex Research-On-Demand in accordance with Multex's then
current Suggested List Prices as annexed hereto as Exhibit B as changed or
substituted by Multex from time to time subject to the discount as
hereinafter provided. In consideration for Company granting Multex the right
to distribute its Embargoed Research as set forth above, Company is granted
the following discount for Multex Research-On-Demand: [****] off Multex's
then current Suggested List Prices as changed or substituted by Multex from
time to time subject to a maximum discount of [****] for each 12 month
period and no more than [****] over the Initial Term. Company shall pay for
its retrieval of documents or research within 30 days after receipt of
invoice from Multex.
7) The Company further grants to Multex the right to distribute its Research
via MultexExpress (i) to the investment professionals and other employees of
the Company ("Internal Users") and/or (ii) to third panics such as the
customers or clients of the Company ("External Users"), all in accordance
with the Additional Services provided by Multex as set forth on Exhibit C
annexed hereto and made a part hereof. The distribution of Research to
Internal Users is herein after referred to as "Internal Distribution", and
the distribution to External Users is hereinafter referred to as "External
Distribution". As part of the Additional Services, Multex grants to the
Company a nonexclusive, non-
**** Represents material which has been redacted and filed separately with the
Commission pursuant to a request for confidential treatment under Rule 406 of
the Securities Act of 1933, as amended.
2
transferable license to use its proprietary software (the "Multex Software')
including certain software licensed from third parties as identified in
Exhibit D annexed hereto (the "Third Party Software"). The Company agrees to
abide by the Third Party License Requirements for End Users relating to the
Third Party Software, as set forth in Exhibit D, which is incorporated
herein. The Multex Software and the Third Party Software are sometimes
hereinafter referred to as the Software. In further consideration of Company
granting Multex the right to distribute its Embargoed Research as set forth
above, there shall be no fee charged Company by Multex for these Additional
Services for up to a combined total of [****] Users (both Internal Users and
External Users), a savings based upon current fees of up to [****] per
annum. For all Users over [****], Company shall be charged the then current
standard fees that Multex charges for Internal and External Users as may be
changed from time to time. All such fees shall be paid quarterly in advance
within 15 days of invoice. Company shall be responsible for and pay all
taxes applicable to the Additional Services. Multex shall provide to the
Company free of charge, maintenance updates and revisions ("Updates') to
Multex Software as commercially released by Multex. Any enhancements,
modifications, software development, operation and technical support,
customization or integration not included in the Additional Services or the
Updates, or which are made specifically for or at the request of the Company
shall be paid for by Company on a time and material basis at Multex's then
current time and material rates. Multex's current time and material rates
are from $150.00 to $200.00 per hour, per person depending on the skill and
level of such person.
8) It is acknowledged that Multex as further and additional consideration for
Company granting Multex the right to distribute its Embargoed Research as
set forth above has waived the distribution fees of $50,000 per annum for
distribution of the Company Research in accordance with the Distribution
Agreement.
9) It Company wishes to terminate Multex's right to distribute the Embargoed
Research as set forth above, it may do so by terminating this Addendum and
all rights pursuant thereto on 30 days prior written notice to Multex.
10) Termination of this Addendum by either party shall not effect the
Distribution Agreement which shall survive such termination.
MULTEX SYSTEMS, INC. CIBC XXXXXXXXXXX CORP.
The Company
By: /s/ Xxxxxx Xxxxxxxxx By: /s/ Xxxxxxxxxxx Xxxxxxxx
------------------------ -------------------------
Name: Xxxxxx Xxxxxxxxx Name: Xxxxxxxxxxx Xxxxxxxx
----------------------- ------------------------
Title: CFO/Secretary Title: Managing Director
---------------------- -----------------------
Date: 2-17-98 Date: 3-3-98
----------------------- ------------------------
**** Represents material which has been redacted and filed separately with the
Commission pursuant to a request for confidential treatment under Rule 406 of
the Securities Act of 1933, as amended.
3
EXHIBIT A
Services
Service(s) Description
The Multex Research-On-Demand database presently consists of at least 150,000
historical research reports from brokerage firms and third parries, which are
made available for purchase and which may be subject to certain embargo periods
prior to release and sale as determined solely by Multex and its contributors.
Service Format
Multex shall make the reports available in Adobe Acrobat format and any such
additional format that Multex may later choose to support as part of its
Services.
EXHIBIT B
---------
SUGGESTED LIST PRICES AND TERMS
FOR SERVICES
------------
Multex's Suggested List Prices for retrieval of documents by the Company.
Multex Research on Demand:
--------------------------
Report Size Suggested Retail Price
----------- ----------------------
1-5 pages [****] per report
6- 12 pages [****] per report
13 - 20 pages [****] per report
21 - 40 pages [****] per report
40 - 60 pages [****] per report
61- plus pages [****] per report
**** Represents material which has been redacted and filed separately with the
Commission pursuant to a request for confidential treatment pursuant to Rule 406
under the Securities Act of 1933, as amended.
EXHIBIT C
THE ADDITIONAL SERVICES
A. Description of the Additional Services:
Multex will provide the following Additional Services constituting MultexExpress
to the Company
1. Multex will develop a private label Company research and document web site
(`he "Company Web Site"), co-branded with Multex's logo and substantially
similar in look, feel, navigation and function to Multex's MultexNET
research web site. The Company Web Site will be hosted and maintained by
Multex Systems, Inc. and will reside at Multex Systems, Inc.'s central site
at 00 Xxxxxx Xxxx 0xx xxxxx Xxx Xxxx, Xxx Xxxx 00000. The Company Web Site
may be accessed by the Users via the World Wide Web ("WWW"), by logging onto
the Company's home page and clicking an icon or other prompt indicating
"Research". This prompt will seamlessly link to the Company Web Site and
will ask the User for a user Name and Password before allowing the User to
view the documents. Alternatively, at Company's option, the Company Web Site
can be accessed directly by its own URL without requiring that The User
first visit the Company's home page, but a password will still be required.
2. Multex will create User ID's and Passwords to be issued to the Company for
Internal and External Distribution.
3. Multex will distribute within the Company the Internal Documents which have
been contributed by the Company and, subject to Section 6 below, the Sell
Side Research which has been contributed by the brokers.
4. The Company will access the Additional Services via workstations connected
to the Company's own web server over the Company's own WAN or the Intranet,
which in turn will redirect any inquires for research to Multex's web
server. These connections will be via a suitable browser (HTTP) of Company's
choice (Netscape, Explorer, etc.) and over a secure (port 443) or unsecured
(port 80) line. All requests will be resolved at Multex's central site and
all matching headlines returned to the workstation as a linked HTML page.
5. The Multex Internet servers are shared among several clients, with dedicated
hardware available for an additional fee. When a document is queried, it is
copied from Multex's central site to the workstation. Thus the file copy is
exposed to the speed of the slowest link between Multex and the desktop.
(e.g. private connection, Company's WAN, desktop LAN speed, etc.).
Centralised file caching is available on Company's site with additional
hardware.
6. If as of the date hereof, the Company receives Sell Side Research from
Brokers, then Multex will as part of the Service distribute the Sell Side
Research to Company, subject to the consent and approval of the Brokers and
any restrictions
or limitations imposed by the Broker. The Company is responsible for
obtaining the approval of each Broker for the Company to (i) contribute the
Sell Side Research to Multex and (ii) permit Multex to distribute the Sell
Side Research to Users. Once the approval referred to in subsection (i) has
been obtained, Multex will co-operate with the Company to set up and install
broker for contribution of its Sell Side Research to Multex.
7. Multex will provide the number of User ID's and Passwords requested by the
Company, as provided in this Agreement. The Company is responsible for
distributing the User ID's and Passwords to qualified Users to be used in
accordance with this Agreement.
8. Multex will provide the following reports to the Company: (a) Monthly
Entitled Reports, indicating the Users entitled for access to the Additional
Services, and the document groups to which the Users are entitled; (b)
Monthly Usage Reports, indicating the frequencies and types of documents
accessed by Users or user groups.
B. Software/Hardware Requirements for the Additional Services
In order to access the Services, the Company must have the following minimum
configuration:
1. Hardware: 1 HP LaserJet 4M or better printer or equivalent (for non-
-- --------
postscript printers 8Mb of memory is required).
2. Network: The Company must have a minimum of 1 dedicated TI line between the
-- -------
Company and Multex Systems, Inc.'s central site (based on Company's network
design and access requirements), including routers and modems. Prior to the
installation of the dedicated line, a URL link will be provided so that the
Company's web server may access the Services via Multex Systems, Inc.'s own
web server.
3. Software. Netscape ( 2.0 or above ) or Internet explorer (3.0 or above)
-- --------
browser; TCP/IP; Windows NT or Windows 95 operating system.
4. Optional Equipment/Software: Based on the Company's network design, the
-- ---------------------------
addition of proxy servers could optimise the usage of Company's internal WAN
and reduce the traffic across the line between the Company and Multex.
All equipment, software and data communications facilities set forth above shall
be provided by the Company at its sole expense. However, in order to ensure
compatibility and efficient installation. Multex will purchase and supply the
software required for the Services, and will invoice the Company for all costs
associated therewith. Company will pay such invoices within 30 days of receipt
thereof.
C. The Company's Obligations:
1. The Company will provide to Multex, in writing, the name, address, fax and
e-mail address of each User, with instructions regarding what document
groups to entitle for each User. The Company shall designate one contact
(and one alternate) for the purpose of providing entitlement information to
Multex. The Company shall be solely responsible for determining which Users
are to be entitled for the Additional Services and for individual documents
groups. Accordingly, Multex shall only be obligated to entitle or de-entitle
a User for the Additional Services if it receives written notification from
the designated contact and then only in accordance with the specific
information provided by such contact. Multex shall have no liability arising
out of or in connection with any entitlement requests which do not comply
with the procedures set forth in this Section. Alternatively, Multex may
provide the Company with the ability to entitle the Company's Users on-line,
in which case Company shall perform, control and administer all aspects of
the entitlements, and Multex shall have no responsibility or liability in
connection therewith.
2. The Company shall be responsible for invoicing and collecting any fee which
the Company charges it Users for access to the Company Web Site.
3. The Company will maintain, monitor, and provide for the timely contribution
of all Documents contributed by Company to Multex.
4. The Company will keep accurate books and records relating to Users,
Passwords and its use of the Services.
IT IS SPECIFICALLY UNDERSTOOD THAT ALL OF THE ADDITIONAL SERVICES TO BE PROVIDED
BY MULTEX ARE SET FORTH IN THIS EXHIBIT C, AND THAT NO OTHER SERVICES, SOFTWARE
DEVELOPMENT, ENHANCEMENTS, MODIFICATIONS, SUPPORT CUSTOMIZATION OR INTEGRATION
ARE INCLUDED IN THE ADDITIONAL SERVICES.
EXHIBIT D
THIRD PARTY SOFTWARE
THIRD PARTY LICENSE REQUIREMENTS FOR END USERS
Third Party Software
--------------------
Fulcrum Technologies Search tool (the "Fulcrum Software")
Third Party Software License Requirements for End-Users
-------------------------------------------------------
The Company acknowledges that
a) title to and ownership of the Fulcrum Software and all rights related
thereto, including patent, trademark and copyright related thereto are
and shall remain the exclusive property of Fulcrum Technologies, Inc.
or its licensees;
b) the Company shall only acquire the right to use the Fulcrum Software
in accordance with this Agreement; and
c) the Company shall take all necessary steps to ensure that all
intellectual property underlying the binary version of the Software
remains confidential.
"End Users" are Internal or External Users as authorised by the Company to use
the Third Party Software to view the Research.
